When offering a new security, such as a note tied to a particular asset or assets which act as a benchmark, issuers are typically required to register the security with a governmental authority. FIG. 1 is a tree diagram, generally designated by reference number 100, showing a conventional method of registering a security using a shelf registration statement. The issuer first files a base prospectus 110 with the governmental authority, which sets forth general information regarding the issuer and types of securities available from the issuer. Once authorized by the governmental authority (automatically or otherwise), the registration statement establishes a “shelf” for the issuer, from which the issuer can then issue financial products to be offered to potential investors. In this regard, to register a particular product using a shelf, the issuer must file at least a prospectus supplement that sets forth detailed information for securities in a particular asset class that relates to the product. Thus, if the issuer desires to register a plurality of products, where each product relates to a different asset class, the issuer would typically file a prospectus supplement for each of the different asset classes, e.g., capital securities, common stock, depositary shares, guarantees, notes, preferred stocks, purchase contracts, rights, trust certificates, units or warrants, to name a few. For example, in FIG. 1, prospectus supplements 120, 130 and 140 are filed, where each prospectus supplement 120, 130, 140 relates to a different asset class or different transaction structure. The issuer may then file product supplements based on each of the prospectus supplements that disclose further details regarding the offered security beyond the information related to the asset class or transaction structure. For example, product supplements 120-1A, 120-2A and 120-3A may be filed based on prospectus supplement 120, product supplements 130-1A and 130-2A may be filed based on prospectus supplement 130, and product supplements 140-1A, 140-2A, 140-3A and 140-4A may be filed based on prospectus supplement 140. In addition, each product supplement typically in practice has a pricing supplement, such as pricing supplements 120-1B, 120-2B and 120-3B corresponding to product supplements 120-1A, 120-2A and 120-3A, respectively, pricing supplements 130-1B and 130-2B corresponding to product supplements 130-1A and 130-2A, respectively, and pricing supplements 140-1B, 140-2B, 140-3B and 140-4B corresponding to product supplements 140-1A, 140-2A, 140-3A and 140-4A, respectively. The pricing supplements set forth the specific terms of the offered securities.
In sum, a particular product offered to a customer of an issuer would typically have a pricing supplement, e.g., 140-1B, which incorporates by reference the corresponding product supplement, e.g., 140-1A, the corresponding prospectus supplement, e.g., 140, and the underlying base prospectus, e.g., 110. In the prior art, the number of prospectus supplements that the issuer files typically depends on the number of asset classes or transaction structures represented by the plurality of offered products, and the number of product supplements and pricing supplements that the issuer files depends on the number of products the issuer is offering. Thus, when offering a plurality of products based on shelf prospectus, the issuer in the past has typically filed numerous detailed prospectus supplements in order to satisfy the disclosure requirements of a governmental authority. Since these prospectuses are typically large documents including much information, the need for such large quantities of different prospectuses leads to high printing costs for the issuer and prevents potential investors from obtaining a quick understanding of offered products by reviewing the prospectuses. Also, the large amount of material typically included in the pricing supplements increases the time it takes to prepare the necessary paperwork to launch a new financial product, such as a note, and increases the likelihood of errors in disclosure.
Accordingly, there is a need for a method for registering multiple financial products that requires a reduced amount of prospectus filings and printed information provided in at least some of the filed prospectuses, and that allows potential investors to quickly obtain material information regarding the financial products.